UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) January 22, 2016

 

CSA HOLDINGS INC.

(Exact Name of Registrant as Specified in Charter)

 

 

4704 Harlan Street, Suite 520

(Address of Principal Executive Offices) (Zip Code)

 

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

 

 

Item 4.01. Changes in Registrant’s Certifying Accountant.

 

(a) Prior independent registered public accounting firm

During the Company’s two most recent fiscal years and through the date of dismissal, (a) the Company had no disagreements with Pritchett or Cutler on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreement if not resolved to the satisfaction of Pritchett or Cutler would have caused either of them to make reference to the subject matter of the disagreement in connection with their reports and (b) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company has provided Pritchett and Cutler with a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested Pritchett and Cutler to furnish the Company with a letter addressed to the SEC stating whether or not each of Pritchett Cutler agrees with the above statements. A copy of Pritchett and Cutler’s letters will be filed as an amendment to this report within two days of receipt by the Company.

(b) New independent registered public accounting firm

 

On January 22, 2016, the Company’s Board of Directors approved the engagement of WSRP, LLC (“WSRP, LLC”) as the Company’s independent registered public accounting firm and WSRP, LLC was engaged on January 22, 2016. During the Company’s two most recent fiscal years ended July 31, 2015 and 2014 and from August 1, 2015 through January 22, 2016, neither the Company nor anyone on its behalf consulted WSRP, LLC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company that WSRP, LLC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively, except that WSRP, LLC was engaged by CSA, LLC to perform an audit of CSA, LLC which the Company acquired as previously disclosed. In approving the selection of WSRP, LLC as the Company’s independent registered public accounting firm, the Company’s Board of Directors considered these services previously provided by WSRP, LLC and concluded that such services would not adversely affect the independence of WSRP, LLC.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective as of January 22, 2016 the Company confirmed the appointment of Thomas Siciliano as the Company’s Chief Operating Officer.

 

Prior to joining the Company as a consultant in November 2015, Mr. Siciliano served as a Vice President for Classic Party Rentals from 2012 to 2015 where he was responsible for establishing and implementing new [operating] strategies, consolidated locations and built new branding, marketing, and operations efficiencies. From 2001 to 2011, Mr. Siciliano was the Chief Operations Officer and Senior Vice President of Sales at Integrity Associates, LLC (“Integrity”), a provider of business operations and sales consulting services. In addition to his duties at Integrity, Mr. Siciliano was a speaker in the areas of leadership, operations excellences and sales training at a variety of national conventions and universities and co-author of Shifting Into Higher Gear.  From 2000 – 2001 Siciliano Mr. Siciliano was a Vice President of Sales and Operations at Corporate Express, an office supply company where he was responsible for creating comprehensive sales and infrastructure strategic plans and following a merger, lead the sales, customer service and team integration. From 1995 to 2000, Mr. Siciliano was a Senior Vice President of Sales for Aramark Uniform Services.

Mr. Siciliano earned a Bachelor’s Degree in Business Administration from Columbus University .

Mr. Siciliano’s employment with the Company is on an at-will basis. The Company agreed to pay Mr. Siciliano a base salary of $160,000 per year and a sign-on moving expense payment of $5,000. In addition, the Company awarded Mr. Siciliano stock options to acquire 1,000,000 shares of the Company’s common stock at a price of $.35 per share. The stock options are vest 20% each year over a five year period beginning on November 3, 2016 so long as Mr. Siciliano is employed by the Company. The stock options are subject to immediate vesting in the event the Company is sold. Upon the completion of a financing in which the Company receives gross proceeds of at least $1,000,000, the Company agreed to increase Mr. Siciliano’s base salary to $200,000 per year and make a one-time payment to him of $20,000 as a further reimbursement of his moving expenses.

In addition, Mr. Siciliano (and his eligible spouse and dependents) are entitled to participate in all the welfare benefit plans and programs maintained by the Company from time to time for the benefit of its full time employees.

 

 

SIGNATURES

 

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.